Earth's last defense
by dax0042
Summary: Big remake of Earth's last hope. The Predaton see that Earth is now ripe for the taking, but only if he can wipe out the last defense: Don Karnage and the Swat kats.
1. Chapter 1

It was a lovely, mid-summer day in Cape Suzette. The sun was shining, and sitting on the end of the dock was Baloo who was just staring at the open waters of the harbor. He worked for a small air cargo business called Higher for Hire. Baloo was always getting into trouble with his boss, Rebecca Cunningham, and trouble was coming his way. Rebecca came storming out of her office, what was left of it after a fire had destroyed it a few weeks ago. That fire had almost caused her company to go bankrupt.

Rebecca stopped right behind Baloo with her hands on her hips, snapping. "Baloo, I told you to get the Sea Duck loaded and take the cargo to Megakat City." Both Baloo and Rebecca knew that the fire was started by Ace Landon, a test pilot who was fired from the army after a little mishap with his shipment. He blamed Baloo for the loss of his job, and set fire to Higher for Hire in revenge. Kit, another crew member, got badly hurt in the fire, and Rebecca called the police to have Ace arrested, but there wasn't a enough evidence to show that Ace was guilty. Baloo promised Kit that he would make Ace suffer, but his revenge would have to wait. All that mattered now was getting the cargo to Megakat City.

"Now Rebecca, I still got some time left before we have to deliver the cargo to Megakat city at three o'clock," soothed Baloo, putting his hands up defensively as he tried to calm Rebecca down. He knew this cargo run would put Higher for Hire back on top and help them rebuild the office, but it would not be the same as long as Ace was free to roam skies. "You have nothing to fear." He said reassuring her that all was in order.

Rebecca saw that the cargo was loaded and the Sea Duck was ready for takeoff. Still she was on edge. She needed to take a break, so she walked back to the office to pick up her four year old daughter Molly, and decided to take her to Louie's. Baloo balled up his fists in anger as Rebecca left him alone on the dock. It seemed that she cared nothing for him, but only for her daughter.

As Baloo walked slowly over to the Sea Duck, he saw his good friend and mechanic, Wildcat, checking the propellers. Wildcat was a sweet, loveable handyman who could fix anything, but he was also a lamebrain.

"Hey Wildcat, you finished filling the tank up with gas?" asked Baloo, looking fondly at the Sea Duck, hoping one day to buy back his plane. He had lost it when he failed to pay the loan, so it was sold to Rebecca.

"Yeah, I filled up the plane," Wildcat answered as he put the gas cap back on. The Sea Duck was ready for takeoff. "You think we will see the Swat Kats when we get to Megakat city?" he asked, with high hopes of seeing his favorite hero team. Wildcat loved the Swat Kats, who had their own fan club and he was their biggest fan.

Opening the cockpit door to the Sea Duck, Baloo and Wildcat climbed in to find twelve year old Kit Cloudkicker sitting in the navigator seat, just waiting for Baloo and Wildcat to takeoff on their cargo run. Kit was once a member of Don Karnage's air pirates. Now he was living the good life with people who cared about him.

As Baloo got seated, Kit couldn't help but see the way looked. He knew that Baloo had feelings for Rebecca, but it was clear that she didn't feel the same way about him. "Don't worry Baloo," Kit said with a smile, "she loves you, it's just that she still doesn't trust men after she cough her husband with another woman." Baloo looked rather glad to hear that as he put the Sea Duck into gear and took off for Megakat.

Meanwhile up in the deep voids of space, a star-ship was hidden away inside an asteroid, as an evil creature of the planet Darkrim was busy looking through all his files, and trying to find his way to get revenge on the planet Earth for causing him to lose his mighty empire.

"If only I had killed that sea pirate long ago," the creature grumbled, "I hate that my army were defeated by some sea fearing pirate!" It was true; eight hundred years ago he had met the one man brave enough to stand against him; a pirate that went by the name of Jacob A Karnage. Karnage had put together a crew of a hundred brave men who teamed up with queen Callista. Together they beat him and his army, drove them off Earth and now here he was; hiding in the shadows like a rat.

The creature was so busy that he almost didn't see that his hallo viewer was picking up a signal from Earth. Looking up, he saw a face that looked all too familiar; a pirate with the same color fur, the same smile, and the same look in the eyes.

"XR, get in here," the creature shouted, in a matter of no time, XR came bursting into the room, with his arms crossed.

"What is it that you need now?!" asked XR with a sneer. The creature growled at his rudeness, and he quickly corrected himself. "I mean...What is it that you require, Lord Predaton?"

"The one I'm looking at. Who is he?" Predaton asked pointing at the hallo viewer. XR looked at the pirate and knew who it was.

"That is Captain Don Karnage. He is the last of the Karnage family," XR said proudly, "but he is nothing compared to his ancestor, Captain Jacob Karnage." Predaton was glad to hear that, because only the Karnage family had stopped him from taking over the Earth—with a little help from Queen Callista.

"XR, if we are going to take over Earth, then we need some major villains," Predaton said with an evil smile. XR turned to him with an equally evil smile.

"I know just the ones we need," he said. XR then rushed out his masters chambers and headed for the ships command deck. "Now hear this, we now have a second chance to concur the planet Earth, send the best we have to get the list of names that are required by Lord Predaton." Soon every crew member was rushing to their posts with excitement, they were going to attack Earth, and this time they were going to win.

Back on Earth, down in the sewers of Megakat City, the evil Dark Kat was busy trying to make a deal with Dr. Viper. Both villains had their own followers at present; just to make sure neither one tried anything against the other.

"I tell you Viper," Dark Kat said aloud, so all could hear him. "I want to make this very clear: you stay away from Megakat Tower, and I will promise to give one third of the city. What do you say to that?" he asked the reptilian villain. Dr. Viper was sure this was some kind of set up, so he gave the Omega leader his answer.

Dr. Viper turned and used his tail like a whip, knocking Dark Kat to the ground. "I think you will be the one to stay away my tower," Viper hissed in protest. But then the sound of laughing was heard from the shadows. Both super villains turned to see the Predaton coming toward them with a cruel smile on his face.

"Viper, Dark Kat," Predaton spoke harshly, "why do you fight with each other, when you can have each your own city?" he said holding out a map of the planet. Both Dr. Viper and Dark Kat stared at the Predaton with disbelief; could he give them their own city? Or was he just trying to take over the city himself?

"I don't need no any other city than this one!" Viper shouted, as he rushed Predaton. XR however showed up and blasted Viper with a plasma cannon. The blast sent the villain flying into the brick wall. Then Dark Kat's followers drew their weapons, only to be stopped by their leader.

"I want to hear what he has to say," Dark Kat said calmly, as Viper struggled to get back on his feet. Predaton stepped into the middle of the room, so all could see and hear him.

"I am Lord Predaton, and I come from the planet Darkrim," he said proudly, "long ago I had planned to rule this word, but one simple sea pirate named, Jacob Karnage put together a crew of one hundred men and drove me off of this world, and I have been planning my revenge for a long time."

"Why do you not just take over this world now?" Viper hissed. Predaton turned to answer the reptilian villain.

"Because now, Don Karnage, last of the Karnage family is the only one that can stop me, but he doesn't know that," Predaton said with a evil smile, "and if you help me get Turmoil, Rex Shard, and Jack Cunningham, I'll give you the city of your choice, and you will rule all of it. All you have to do his become members of my army, plus you will be given command of your own armies." Both villains looked at one another and agreed that this was the best chance they had to become rulers of their own cities.

"We are ready for battle, Lord Predaton," Dark Kat and Viper said union. The same was said with Turmoil, Rex Shard, and Jack Cunningham; they too joined the Predaton's mighty army, and plans for world domination were beginning.


	2. Chapter 2

After Dark Kat and Dr. Viper agreed to Predaton offer, he took them back to his ship. XR was there to greet them.

"Welcome to the pride of Lord Predaton's fleet: the Gave Stone," XR boasted as he led them through the ship. Soon he led them into the dining room, where Turmoil, Rex Shard, and Jack Cunningham were waiting. The three of them turned their gaze to Dark Kat and Viper. It was clear that none of them wanted the Omega leader here, but that was not their choice to make.

Dark Kat and Viper took their seats as Predaton got ready to address the villains. "Before we begin, I would like to point out a little problem that has come to my mind..." all eyes were on him as he turned to face a lone trooper standing by the door. "...you were told to be ready for my old friend that I have been waiting for."

With those final words, four troopers showed up. Two took away the trooper and the other two troopers opened the door to reveal someone that no one was suspecting to see here.

"It has been to long my old friend," Pastmaster said, as he bowed before the war lord.

"So it has," Predaton replied. "If its blood you want, then you can join my new partners." Pastmaster was happy to hear that, because he not only wanted blood, he wanted Callie Briggs to be his wife.

"If you are going to attack Earth, then you first need to get rid of Don Karnage," Pastmaster said. Predaton raised an eyebrow.

"You know where he is?" he asked.

"I do," Pastmaster said as he showed him on a map he had.

Back on Earth, Don Karnage had forced the Sea Duck to land. His pirates were busy getting the cargo off that was meant to be delivered to Megakat City.

"You are going to regret this Karny," snapped Baloo, as he and his friends watched helplessly as their cargo was being stolen.

"For the last time Baloo, my name is Karnage-Don Karnage." Karnage said raising his sword to Baloo's neck, but he lowered it. "I am feeling forgiving today. Count your blessing, Baloo, because the next time we meet, I won't be so nice like," he said cheerfully. Just then Gibber came running in to the cargo hold of the Sea Duck.

"What is it now, dimwit?" Karnage asked. Gibber whispered into his captain's ear, and what he was told did not make him happy. "What do you mean that the Iron Vulture is no longer working?!" he shouted.

At that very moment, the Predaton teleported into the cargo hold of the Sea Duck. Everyone who saw the evil war lord stood very still, dumbfounded by his very presence.

"Greetings everybody!" Predaton said with a dark smile. "It is I, the king of death and slavery-Lord Predaton." Karnage was shocked to hear that name, for his mother had told him stories of the war lord, but he never thought them to be true.

"Why are you here?" Kit asked. Predaton stood with his hand on his sword.

"I came to this planet eight hundred years ago, but Karnage's ancestor-Jacob Karnage found a way to beat me with the help of queen Callista and drove me off of this world," Predaton growled with anger. "But before I left this world, I warned them that I would return to finish what I started."

With those final words, Predaton drew his sword on Karnage and attacked, who had almost no time to draw his sword. Gibber grabbed a nearby crowbar and tried to protect his captain from the evil war lord.

"I will not let you kill my captain!" shouted Gibber.

Predaton however was ready for interference from the pirates, and with a powerful kick, sent Gibber flying into the cargo bay wall and left a dent. Karnage saw what happened to one of his best pirates, and now he was mad. Drawing his sword, he took a cheap downward chop at the Predaton, but was only able to cut his cheek a little bit.

"Your little friend was brave enough to buy you some time," Predaton said with a frown. "But your time is up!" he snarled. And in one powerful swing he brought his sword down on Karnage, who tried to parry the attack. The force of the impact on Karnage's sword was too much, and he was knocked to the floor.

"This is no fun; do you enjoy wasting my time with child's play?" Predaton mocked. He raised his sword and with quick thrust, stabbed Karnage through the stomach. Pulling his sword out of the wounded captain, Predaton turned to Kit, Baloo and Wildcat who stood horrified at what they saw.

"You have two choices. One: you can serve me and live. Or two: you can stay here with Karnage and die later when I come back for his head," Predaton said warmly, as got ready to leave. What could the Higher for Hire crew do? They had to do something, but they had to get Karnage some help.

Baloo rushed over to Karnage and tried to slow the bleeding down, which made Predaton very unhappy. "You will not be given a second chance," he warned, "you cannot save Don Karnage." Baloo stared at the war lord and shot him a dark smile.

"Watch me," he said. Wildcat then picked up the crowbar and threw it at Predaton. The war lord however caught it.

"I guess then... you have chosen death," he sighed, bending the crowbar in anger. Then he ported back to the Grave Stone. Once on board, he gave orders to destroy the Sea Duck and her crew.

Back on the Sea Duck, Baloo laid Karnage down on a mat. Gibber came to his scenes, hurried over to his captain and started to treat his wounds as best he could. He knew without the proper medical treatments, Karnage was bound to die from such an awful stab wound. Suddenly, the plane shook as plasma rained down around the Sea Duck!

"I swear, if those guys think they can kill us with some kind of fancy light show, then I'm the queen of France," Baloo said putting the engines at full power. As they took off, planes could be seen leaving the Iron Vulture.

When the planes were in the air, a great blue beam of light came down on top of the Iron Vulture. The massive airship was cut in half.

Boom! It exploded into a rain of fire and wreckage. Looking back, Kit felt like part of him was gone also. He had always like the Vulture, and now it was gone. Just then the Sea Duck's radio cracked to life.

"This is Mad Dog. Does anyone read me?" he asked. Kit responded to Mad Dog.

"Karnage is hurt very badly," he said, "is there a place we can take him to be treated?" Mad Dog thought for a minute, and remembered a place they could go.

"Ghost Island," He said, "I was there a year ago. It was going to be used during the second great war, but the war ended right when the base was finished. There should be enough weapons there to hold back large army."

"Alright, then that is where we're going," Baloo said. And as the Sea Duck and her crew flew off toward the island with Don Karnage and what was left of his crew, Predaton had set his sights on Megakat City. Soon the war lord would have his revenge, and the world would be his.


	3. Chapter 3

As the Sea Duck flew toward Ghost Island with a pirate escort by its side, the Predaton was approaching Megakat City.

At the Megakat City museum, Dr. Abby Sinian was busy going over some stone tablets she found at her last dig. She was very worried, because the inscriptions were similar to the constellation she had seen in her telescope the previous night. According to the tablet, Predaton would return to this world.

"_I will strike with a force of darkness. All the Earth will be black as night; the light will never be seen again. I will sweep away all those who stand in my way, I will rule all, and the free people will be my subjects," _she read._ "There is one who can stop me if he dare, with a raised banner for all who believe in justice and freedom."_

Dr. Sinian gathered up her documents and headed to city hall. She had to warn Deputy Mayor Callie Briggs about the oncoming invasion.

At the Enforcers HQ, Commander Feral was drinking some hot coffee, while he kept an eye on the radar. As an enforcer checked a section of the city for incoming planes, he picked up a signal for a large number of ships heading toward the city.

"We have incoming unknown crafts and lots of them," the enforcer said. Commander Feral put down his coffee and looked the radar screen.

"What do we have?" he asked the enforcer. "I can't really tell, but it looks like there is at least fifty of them closing in on the city from all sides," the enforcer said. Feral knew from the size of the blips on the screen, that he would not be able to protect the city.

"God help us all," Feral said.

In the Grave Stone, Predaton was standing on the command deck overlooking the city. "Fire every thing we have at the city—make them know fear," he ordered. The gunner crew obeyed and fired their weapons.

As bombs and missiles struck the city, the people ran in all directions trying to get out of the city. Enforcers that were in the streets tried to maintain order, but it was no use, the city was in complete panic.

"This is Feral! Get all flight crews off the ground now! We have heavy incoming!" Feral voice boomed over the intercom of the Enforcers HQ. Jet fighters took off to defend the city, but there was no chance for them. At city hall, Dr. Sinian saw Callie Briggs rushing out with Mayor Manx.

"These invaders are not from our planet, but from the planet Darkrim," Dr. Sinian quickly stated, as Darkrim fighters flew overhead.

"Darkrim!?" Callie shouted in disbelief. Just then a group of Enforcers drove up and Commander Feral rushed up to Manx, Sinian and Callie. His troops following close behind him.

"We have come to take you to safety," Feral said, keeping an eye out for enemy fighters. Dr. Sinian however, had a different idea.

"We need to go to Ghost Island and this map has the directions to the island," Sinian said showing the map to Feral.

Feral however did not like the idea of leaving Megakat City to these invaders, but it was Dr. Sinian who had all the information. So he turned to his second-in-command, Lt. Steele.

"I want Megakat Harbor ready to pick us up," he ordered, unsure if there was any hope at all for him and the others.

From out of nowhere, a Darkrim fighter came down at them, ready to blow them to the moon! Just then, a missile struck the fighter in the under belly, causing it to become a fire ball and crash into Manx's office.

"My office!" cried Manx in disbelief, this was the third time his office was destroyed within this month alone.

"Sorry about your office," Razor apologized. T-bone looked down at the mayor and the others. " Yeah, but we have a job to do and that is to keep you all safe," he said giving them a thumbs up. The Swat Kats had come to the escort Callie and the others to the harbor.

Feral picked up his radio and gave orders to any Enforcers near by who might be able to help. "This is Feral, we are taking high class people to Megakat Harbor. We are going to need all the help we can get."

"Miss Briggs. Razor and I will provide air cover for you, you just keep on going and don't stop," T-bone ordered, joining a group of enforcer fighters that were ready for the long trip. Callie felt very happy to have the Swat Kats here with her, but she hated to leave her home to some invading aliens.

As the Sea Duck prepared to land at the air field, Baloo saw that the air field was not hit yet, but it would be when the enemy found out Karnage was here.

"Alright, time to set down and refuel," Baloo said, as he landed his plane safely on the field. Mad Dog and the others landed and began to fill their planes up also. They moved quick because the trip to Ghost Island would not be easy.

In the command deck of the Grave Stone, Predaton was angry that his troops lost Karnage, but XR and Dark Kat rush in.

"What is that you want?" Predaton asked keeping his eyes on the burning city. XR took a step forward and knelled beside his leader.

"One of my fighter patrols spotted a yellow sea plane landing at Megakat Air Field," XR said timidly, hoping that Predaton would spare his life for letting Karnage get away from him.

Predaton turned his head when he heard what XR said. "A yellow sea plane?" he asked sharply.

"Yes," XR replied, "it is the Sea Duck."

Predaton smiled and turned to Dark Kat. "Take your best men and kill all that are there." Dark Kat bowed and headed for the door. "And one more thing, bring me the body of Karnage."

"I will not fail you," Dark Kat said with a smile. He knew if he succeeded, then he would be given the city. Oh how he loved the idea of turning Megakat City into Dark Kat City.

Back on the crowded streets, Feral's convoy was busy avoiding falling pieces of metal and enemy fire.

A pair of Omega fighters saw the convoy and dove down on them, hoping to score a kill, but the Swat Kats would not let that happen.

Razor locked onto the lead fighter on the left and fired the cement machine guns, but it shot straight up into the air, avoiding his cement blasts.

T-bone saw both fighters break off, but he knew they would be back. And sure enough they were. But the Swat Kats had a wing man with them, so it was a fair fight. Their wing man was Lt. Felian Feral. She was the niece of Commander Feral, and a skilled pilot.

"Lets split them up, man to man," Felian said, as she broke off and went after the fighter on the left. T-bone and Razor then went after the other Omega fighter.

"Bet you a can of tuna that we get the first kill," T-bone boasted, challenging Felian to who is the best pilot.

"You're on," she replied. The Omega fighter flew toward the clouds, with Felian hot on his tail.

T-bone and Razor fallowed the other Omega that was still trying to bomb the convoy Their weapons locked on and fired, but missed. They tried to shoot the fighter down, but the pilot was an ace.

Suddenly, the Omega fighter that the Swat Kats were chasing turned around-and started heading straight at them.

T-bone didn't flinch. He'd seen this tactic before. He always won. "Razor, lock onto him," he said proudly.

A smile curled up at the corners of Razor's mouth. Any other pilot would be crying for their mother or something. Not Razor. He liked being in the middle of the action.

"Target locked," he said, as his hand gripped the firing stud, and fired. His new pulse lasers converged on the Omega fighter just before it had a chance to fire its weapons. The fighter exploded right in front of the Turbo Kat-a direct hit!

But Felian wasn't doing quite as well. The Omega fighter that she was after, was now after her. It fired a missile at her that struck her wing.

"Hey, if want to shoot me down, then your going to have to better then that," she growled.

Felian then let the Omega fighter get close to her, before ejecting. She ejected, causing the jet to come to a sudden stop in midair, as the Omega fighter crashed into it and blew up.

Felian grinned. "Am I good or what?"

At the air field, the Sea Duck was now refueled and ready to take off. Baloo started to turn on the engines, but do to a damaged gas line only one engine turned over.

"Baloo, we got incoming Darkrim and Omega fights at 12 o'clock!" Ratchet shouted. Karnage's seconded mate, Will, knew there was only one way to save his comrades; and that was to fly out head of them.

Mad Dog saw Will heading down the runway and quickly picked up his radio. "Will, what are you doing?"

Will looked back at his fellow crew member. "Doing what I should have done when this war started." he said. His plane began to pick up speed as the enemy fighters closed in on him. He looked on ahead and began to lift off the runway.

"Will, you have three fighters on your six," Mad Dog shouted, but Will never so much as flinched, he just kept on going.

"Turn! Turn!" Kit cried over the radio. Will never moved at all, he just kept going straight.

The Omega fighter opened fire, with the Darkrim fighters firing when they had the plane in their sights. Will got his plane a few feet off the runway before it burst into flames, before it crashed back on the runway. Will had given his life to draw away the enemy fighters.

Baloo looked out the window to the others. "Listen, I can't get Karnage out of here without wing men," he said, the pirates all nodded. "Now start those planes and lets get the hell out of dodge."

The Sea Duck started down the runway with it's twenty wing men. The Omega and Darkrim fighters saw the planes and began to pursue them. One by one the pirates took off safely, but Mad Dog could tell there was a problem; the Sea Duck was running out of runway and fast.

Halfway down the runway, Mad Dog looked at the Sea Duck. "Hey, Baloo, I don't think you will be able take off in time with only one engine," he said.

Baloo saw that Mad Dog was right he was nearing the end of the runway. But Wildcat climbed out onto the wing and used his skill as a mechanic to get the other engine to work. The Sea Duck pulled up and was up in the sky.

"Alright, stay in flight formation and watch your tails," Baloo told the pirates. The pirates obeyed and formed a circle around the Sea Duck. They soon flew over Megakat Harbor and saw two battleships leaving the bay, and from look of all the men on board, they to were heading for open waters.

Suddenly the radios on the pirate fighters crackled to life. "Calling air pirates, this is Dr. Abby Sinian, were are you headed?" Mad Dog picked up his radio to respond.

"To Ghost Island. Captain Karnage is hurt bad," he said keeping an eye on the Sea Duck.

"Good, because we're headed there to," said Dr. Sinian, "we will fallow all the way."

"Roger that," Mad Dog replied. It looked as if there was a chance to save Karnage, now that they had battleships on their side. Just then enemy fighter swooped down and shot down one of the escort fighters.

"Baloo, we got to lose the fighters on our tail," Kit gasped, pointing out his side of the window.

"No problem," Baloo smiled. It was not going to be easy to lose the Omega fighters that now were after the Sea Duck, but Baloo had a few tricks up his sleeve.

Dark Kat saw his fighters on the tail of the Sea Duck and joined in the pursuit himself. He was going to shoot down the Sea Duck and claim Megakat City as his own.

"I have waited a long time to have this city," growled Dark Kat. Taking aim at the Sea Duck, he fired a plasma rocket.

Baloo saw the rocket coming in his rear view mirrors and quickly did his great pelican dive. Two of Dark Kat's men followed after the Sea Duck, which Baloo knew they would do.

"That's right, fallow me," Baloo said through his teeth. The Sea Duck was now fifty feet from crashing into the ground, so Baloo pulled up on the stick and leveled off the plane. The two Omega fighters however had a hard landing.

"Damn that pilot!" cursed Dark Kat, but he didn't let the Sea Duck out of his sight.

Baloo saw Dark Kat coming up from behind him and quickly did his barrel house roll. The Omega leader never saw such flying like this, but then relied that his target was now behind him, but he was ready for this trick. The Omega leader set his rear mounted weapons on and got ready to destroy the Sea Duck.

XR watched in anger as Dark Kat chased after the Sea Duck, but he knew how to deal with this problem. The Darkrim captain had secretly put a demo charge in Dark Kat's fighter. If there was one thing XR hated, it was feeling replaced.

"Lets see how well Lord Predaton likes you when you fail," XR smiled, as he pressed the trigger on the detonator.

As Dark Kat got ready to fire, his ship suddenly started to shake violently.

"What his wrong with this thing?" Dark Kat shouted, trying to keep his ship in the air. All of a sudden his thrusters exploded. Sending him and his ship hurtling to the crowed streets below.

"Boy, I guess Dark Kat should have check his ship for bugs," XR laughed at his job well done. But little did he know was that Predaton saw what he did. "Time for me to kill Karnage and get what's rightfully mine."

It was time to use the teleporter, but it had never been done before during combat, much less trying to port into a moving plane. XR stepped into the teleport tube, closed his eyes and held his breath. The tube lit up and then he was gone.

A minute later XR opened his eyes to see Karnage lying down on a makeshift bed. He could not believe it, he had successfully teleported to were he wanted to be. Smiling trimonthly, XR drew his dagger and advanced forward. Before he could kill the wounded captain Baloo tackled him to the floor.

"Sneak into my plane will you!" Baloo growled, as he delivered powerful punches to XR face. "I will teach you not to do that."

XR felt every punch, but was able to get his feet under Baloo's waist and with a mighty push of his legs, knocked Baloo onto his back. The Darkrim captain got back on his feet.

"You really thought you could stand up to the power of my strength?" XR mocked. He quickly took hold of Baloo's leg and flung him into Wildcat knocking them both into the wall. "I will never be defeated and you will all know that I am the one that will be the captain of this plane." he said, grabbing a fire ax from off the wall.

"You will never win," Baloo groaned.

XR raised the ax high over his head. "Why is that?" he asked. Baloo pointed to where Karnage laid. XR turned in time to see Karnage drive his own dagger into his foot, pinning it to the floor.

"My foot!" XR screamed. Karnage stepped back, holding his stomach as he coughed out some blood. He looked at XR who was trying to pull the dagger out of his foot and at the others.

"You will learn not to mess with my crew," he groaned painfully, picking up the ax. Fury glimmered and flickered in his eyes and with a mighty swing, Karnage cut off XR's head. Baloo and the others watched as XR headless body fell to the cargo bays floor. Then the wounded captain fell back on his knees.

"Captain!" cried Gibber, rushing out of the cockpit to help his leader. "Lay down and rest, you need to save your strength." Karnage did as he was told, but his pain was beyond words. His body felt like it was on fire and he was sweating something fierce.

Karnage looked at Gibber, a frown was forming. "Gibber, tell the others, if I don't make it... then Dumptruck is captain," he said weakly.

"It won't come to that, because your going to live," Gibber said, putting a pillow under his captain's head. But Karnage didn't believe that. There was little hope for him, but Gibber would not give up on him.

Back on the Grave Stone, Predaton stood smiling at XR's life signs. Karnage had done him a favor by killing his double crossing second-in-command, so what better way to repay the favor, then with a quick and painless death.

"Lock onto the Sea Duck. Blow her out of the sky," Predaton ordered. The gunner crew did as they were told and fired their missiles at the plane.

"Lord Predaton, we have just got word from Turmoil that two battleships are attempting to flee the harbor," a Darkrim soldier reported. Predaton turned to him with a smile.

"Send Turmoil and five of our star-ships to block their path." The Darkrim soldier bowed and left to give the order.

As Baloo flew through the burning city, he could see the two battleships almost out of the bay, but six ships were blocking the exit.

"Baloo, on the your right!" shouted Ratchet over the radio. Baloo turned in time to see a swarm of missiles coming straight at the Sea Duck. He quickly put the plane into a dive, but the missiles fallowed him into the dive and stayed on his tail.

Baloo was willing to try anything to get away from the missiles; even flying right at the blockade of ships now ready to destroy the battleships.

"Baloo what are we going to do?" Kit cried.

"Don't you fret, I have a plan," Baloo replied. "I just hope it works.

Putting the Sea Duck engines to full power, Baloo headed for the blockade. It was going to be his biggest, and probably his last stunt he would ever do, but it would have to be done. Picking up the radio, Baloo told the pirates his plan.

On the leading blockade ship stood Turmoil. She was proud to be part of the Predaton's fleet, and now was her hour of victory. The battleships would be at the bottom of the bay and she would have T-bone brought to her. He would join her or die, that made the she-kat smile. But her thoughts were cut short when a Darkrim soldier told her that the Sea Duck had been spotted.

"Then launch the fighters to intersect the Sea Duck," Turmoil ordered.

"I can't" the Darkrim soldier said.

"What, Why?" she demanded. The Darkrim soldier pointed out the window.

"Because the Sea Duck is coming right at us." Turmoil was stunned to see the Sea Duck coming, but it only made it easier to hit with her secret weapon.

"Fire the Vertigo Beam," she ordered. There was no one who could handle the beam's power, so what could a fat pilot with a bunch of pirates hope to do against it? Nothing. So the beam was fired at the incoming planes.

The Sea Duck and its escorts saw the beam heading their way and evaded it. They kept on evading the beam which only made Turmoil angry. She had known of only one kat that had been able to avoid the beam, and that was T-bone. The Swat Kat that had driven her mad with lust for him.

On the Grave Stone, Predaton was busy watching his prey avoid the Vertigo Beam, but then he saw that beam was hitting his missiles.

"Warn Turmoil. Tell her to stop firing the Vertigo Beam!" Predaton ordered, turning quickly to his flight crew.

But it was to late. The Sea Duck and the pirates flew through the blockade and the missiles struck the ships. The ships were like sitting ducks, as they were riddled with holes from the explosions. One of the ships slowly fell from the sky on top of another. Both turned into massive fire balls. Another ship tried to fly toward the city, but it crashed, caught fire and then exploded into a massive inferno. As for Turmoil and the other two ships; they were badly damaged.

"This is Commander Feral, I want to thank you all for making the way clear for us," Feral said, contacting the planes over the radio. When they were finally in open waters of the sea. Megakat City vanished from sight and it made all those who lived there feel really sad.

Feral gave clearance for the planes to land and Karnage was rushed to the medical ward on board the Battleship Hot Rig. Baloo and the others were taken to the mess hall, were they eat the worst food they had ever had, but at least they didn't go hungry. However, XR's body had a tracker on it, but Feral knew how to fix that problem.

Back on the Grave Stone, Predaton was furies that Don Karnage had gotten away and that he had lost three of his star-ships. Turmoil, Dark Kat, Rex Shard and Dr. Viper were brought to the command deck by force. They were all worried what the war lord would do to them for failing him.

"I had Karnage in my grasp and you all let him get away!" Predaton shouted, as he walked around the villains. "I mean, you're nothing compared to Pastmaster, he could have easily killed everyone of the pirates, but I'm in a forgiving mood right now."

Back on the Battleship Hot Rig. Feral had the body of XR put into the main cannon.

The Pastmaster was called to the command deck where he show Predaton his watch. "I have set the tracker and it says that XR is coming..." he hesitated for a minuet. Predaton looked at him with confusion.

"Well?" he asked trying to understand why his friend stopped telling him where XR was.

"It says that... XR is coming right at us and closing fast." Pastmaster said.

"What?" gasped Predaton.

SLAP! The Body of XR slammed into the Grave Stone's windshield. Blood painted the window and all who saw the mess started to throw up all over the command deck.


	4. Chapter 4

On board the Battleship, Hot Rig. Gibber and Kit waited outside the medical ward. All that had happened over the last twenty-four hours had really stressed them out. Karnage was badly wounded by Predaton, the Iron Vulture gone and Megakat City was now in the hands of the most hated villains of all.

Dr. Sinian came out of the medical ward, she looked very tired, but was smiling. "Karnage would like to talk with you Kit," she said. Kit slowly made his way to Karnage, who was eating some pudding, with a thing of warm goat milk.

"Kit, come in, take a sit down next to me," Karnage said, offering him seat next to the bed. "I want to know one small thing," he said to the young cub.

"What is it?" Kit asked, feeling a little uncomfortable at what Karnage was going to ask. But he was going to answer any question that was thrown at him.

"Why did you really leave the crew?" Karnage asked. His big brown eyes looking right into the eyes of Kit.

Kit took a deep breath. "I left because... because of what Switchblade did to me every night. He would come into my room and... and," he couldn't say it because hurt him just to remember those awful nights, but Karnage didn't need to hear any more, for he knew that Switchblade a record of crimes against children.

Still it shocked Karnage to know that Switchblade would do such a thing. Oh, sure, he had ordered Kit to be dropped from the Iron Vulture, but he knew that the fall would have killed the cub quick and painless, but for him to suffer at the hands of one his own. The thought made his blood boil, but he calmed down to ask some more questions.

"But why didn't you come to me?" Karnage asked. "I would have dealt with Switchblade myself."

Kit never knew Karnage cared about his crew. He always thought he was a loud mouth bully who treated his crew like dirt. "I was to scared, and he threatened to kill me if I told anyone."

"Gibber!" shouted Karnage. "Get in here!"

Gibber rushed in, stood at attention, and waited to hear what Karnage wanted.

"Gibber, is Switchblade still alive, or did he go K.I.A behind my back?" Karnage asked, crossing his arms. Gibber then pulled out his radio, and called down Switchblade. The medical ward was quiet, all you could hear was the sound of the heart rate monitor attached Karnage, but the silence was broken when someone called out.

"Gibber, did the captain want to see me?" Switchblade asked. But no one answered him, so he felt like something was off. "Why is everybody looking at me? Do I have something on shirt?" he asked.

"No, but there is going to be a problem that needs to be taken care of!" Karnage snapped.

Gibber slowly walked up behind Switchblade, pulled out a steel pipe from under his coat and hit him across the head with it. The pirate fell to the floor.

Looking down at Switchblade, Karnage turned to Gibber. "Get the others and put him in that wheel chair," he ordered. A hour went by before Switchblade woke up. Looking around, he saw that his hands and feet were tied down.

"What... is... going on?" Switchblade asked out loud, but no one answered. Then the sound of metal hinges were heard squeaking as light filled the room.

"I have heard what you did to young Kit," Karnage said frowning, followed closely by Hacksaw. "Now you are going to learn a lesson, for what you did. Hacksaw please get yourself ready."

Hacksaw smiled happily. "Yes captain. Right away."

Switchblade was confused. What was Karnage planing to have Hacksaw do to him. So he tried to talk his way out of this problem. "Look, I what I did to Kit was wrong and I'm sorry," but he wasn't sorry at all.

Karnage looked at him, but showed no sign of changing his mind. "You're right. You will be sorry," he replied with a cruel smile. "So now, you will be taught a lesson on how to treat your fellow crew members."

Switchblade's eyes widened with fear as Hacksaw drew closer to him with his home made tools of torture.

Kit waited outside with the others, then the sound of screaming started. Baloo gulped in fear at the sound, while Commander Feral shivered, the Swat kats started to sweat and the pirates outside only smiled at the sound. Soon the screaming stopped as Hacksaw and Karnage appeared before the others.

"What did you do to him?" Kit asked in a demanding tone. Karnage looked at him with a smile.

"I did what was needed to teach Switchblade a lesson," he replied, "Hacksaw and I did terrible things that I enjoy doing, but don't worry about him, because he his going to the brig." he motioned to Ratchet and Hal, who went into the room to get Switchblade.

Switchblade was then dragged out of the room and taken to the brig. His fur was burned up, his eyes were blood shot and his breathing was very faint. Kit smiled at what he saw, but was angry that he was allowed to live.

"Captain, Karnage, sir," Mad Dog said, coming down the port stairwell. "We have entered the fog zone of Ghost Island so our radar will be down until we are out of it and we have picked up some old friends of ours drifting in an old PBY." Karnage looked up him. Puzzled at what his crew member said.

"And what friends are that?" Karnage asked scratching his head.

Mad Dog smiled. "Rebecca Cunningham, her daughter, Louie and his staff crew." When Baloo, Kit and Wildcat heard what he said the three of them rushed off to see there friends. When they found them, their eyes filled with tears of happiness.

"Rebecca, Molly you're safe," cried Baloo, pulling them into a big bear hug. "Louie, how's it going?" he asked giving his friend a high five.

"It was doing fine until Rebecca's ex showed up and threatened to kill us all," Louie said, as he and his staff went to work making drinks for the battleship's crew. "Jack, was his name. But we were saved by Ace London."

Baloo eyes shot wide open when he heard Ace's name. He still hated him with every bone in his body and was still going to make Ace pay for what he did to Kit in that fire. But for right now, all Baloo wanted to do was be with Rebecca.

"Kit, would you take Molly with to our room where she can get some sleep?" Baloo asked. Kit looked at him with a smile.

"Sure thing," he replied. As he and Molly left, Baloo took Rebecca up on deck, so he could tell her how he really felt about her. Once on deck, Baloo held pulled her close to him.

"Rebecca, I want to tell you something," Baloo said softly. Rebecca looked up at.

"What do you want to tell me?" she asked softly. Her heart began to beat faster as Baloo pulled her hand to his cheek.

"After we stopped Owl Capone, do you remember when we danced?" Baloo asked. Rebecca nodded, remembering that night. "Well, as we danced, I felt like there was a chance for us to be together, but when the invasion happened, I thought I would never see you again."

Rebecca could not believe it. Baloo was saying that she was very special to him. Did he have feeling of love for her?

"Tell me what your heart says," Rebecca said.

Baloo immediately fixed his eyes on Rebecca at this question. "Rebecca, you're the one thing that kept me fighting when this war started. I would fly through hell and back just to see you smile. Because... Because... I never met a girl like you." he softly spoke each word from his heart, his voice full of love and compassion.

"Oh, Baloo," Rebecca whispered joyfully. As she felt her face moving slowly towards his, her heart was beating faster then ever.

"I think this will help you know what my heart says also," Baloo said fallowing her movements.

Their faces grew closer and closer to each other. Finally, the long-awaited moment happened. Baloo and Rebecca's lips met, and Rebecca felt her heart burn with passion. At long last, the moment Baloo had been dreaming of; he and Rebecca were kissing.

They continued to kiss for what felt like hours to them, but like all things, it had to come to an end.

Up in the watch tower was Ace and T-bone who were to busy enjoying the show down below, that they failed to see the Hot Fuzz coming. CRASH! The Battleship ship Hot Rig collided right into the other vessel.

Baloo and Rebecca were thrown to the ground, looking up they saw that the ship had come to a complete stop. Up on the bridge, Feral burst from his chambers.

"What the hell just happen?!" Feral shouted, demanding an answer. Razor who was at the helm had no idea.

"Don't ask me, ask Ace and T-bone," he said with a shaky voice. Feral quickly put the ship in reverse and was about to order Razor to steer the ship out of the fog, when Mad Dog rushed in and took control of the helm.

"Let me steer, because I know were to go in this fog," Mad Dog said, turning the helm hard to starboard. "By the way," he added, "where is the Battleship Hot Fuzz?" Commander Feral, and Razor looked at each other, then back at Mad Dog.

"I think we just hit it,," Feral replied. Mad Dog looked at them dumbfounded. "Full ahead," he ordered.

Back on deck, Baloo held Rebecca in his arms as the ship fought the strong current. He looked over his shoulder to see more ships coming. "Incoming ship!" he shouted.

"Ships to port, ships everywhere!" Ace shouted from the watch tower. Mad Dog did his best to avoid the ships, but a large wave mixed with the current was to much for the bulky Battleship and the ship was pushed into an Thembrian aircraft carrier. The ship shook as it forced into the path of sharp rocks.

"Turn Mad Dog. Starboard! Starboard!" Commander Feral shouted. In a last ditch effort, Mad Dog turned the helm hard to port, instead of starboard. It worked. The Hot Rig got past the rocks and was now in open waters.

"All stop," Mad Dog sighed, as he slumped up against the helm. Karnage then appeared on the bridge, looking rather shock.

"What the devil happened?" he asked.

"I just got us out of problem." Mad Dog replied with a smile. Soon the ship was drifting with the current and everyone was ordered to come up on deck. There in front of the battleship was Ghost Island.

"Where are we?" Callie asked getting Mad Dog's attention.

"Everyone, welcome to Ghost Island." he said pointing to the island. But then all eyes shifted to the other side of the Battleship. There coming out of the fog was the Hot Fuzz with three Cape Suzette Battleships, two of Shere Khan's gun boats and the one aircraft carrier from Thembria who had almost sunk them.

"Looks like we will have a fighting chance after all," Dr. Sinain said with a smile.

Back at Megakat City, that was now being called Mega-evil City. Predaton sat in his favorite bar, when Rex Shard and Jack Cunningham showed up.

"What is it now? Did Jack get the crap beat out of him by his ex?" Predaton asked, trying to hold back a laugh from seeing Jake all beat up.

"Lord Predaton, our spy has just told us that Karnage and his crew have just reached some island and are now landing on the beaches," Rex said popping himself a beer.

"Finally," Predaton said with a dark smile across his face. Taking a sip of his drink he had a good idea of what island Rex was talking about.


	5. Chapter 5

On board the Battleship, Hot Fuzz, Felian Feral was helping unload the cargo. The other ships that had made it through the fog had also landed safely and were also unloading their cargo. As Felian walked down a hallway on deck level three, she saw someone sneak out of the magazine room.

"Hey, what are you doing?" she shouted, but the unknown person ran off. Just as the Felian began to give chase, a loud beeping sound was heard in the magazine room. There strapped to the wall was enough C4 to blow the Hot Fuzz and the Hot Rig to the moon.

At the encampment on the beach, Commander Feral was discussing plans with Shere Khan, Col. Ivanod Spigot and Don Karnage. They were planing on letting Mad Dog lead them to the old base, so they would be able to have a chance fighting off Predaton and his partners, but they stopped when Felian showed up with the C4 she deactivated.

"Uncle, I found this ready to blow up the Hot Fuzz, but I stopped it," Felian said proudly. Karnage and the others looked at each other with concern. Then without saying a thing, they pulled out their radios and warned the ship crews and the camp that there was an spy and bomber among them.

All the ships, plane, tents, and personnel were checked and searched, but no one found anything out of place. But Baloo had been keeping his eye on Ace after they had landed. He remembered seeing him going down into the lower decks of the Hot Fuzz and then showing up in camp looking kind of nerves.

"Hey, would make it difference if I said I saw Ace London go down into the Hot Fuzz," Baloo said addressing the leaders with the matter at hand.

"What do mean, Baloo?" Karnage asked, raising an eyebrow at what Baloo said.

"Well, don't you think its strange that when Felian showed up with C4, Ace left the camp with what looked like to be the detonator," Baloo said firmly. Feral agreed with Baloo. Ace had shown up claiming to have saved Rebecca, her daughter, Louie and his staff crew. There had been no sign of fighting, so that had to count for something.

"Alright, Col. Spigot, have your men bring Ace to us." Feral said with a frown. It was hard to believe that Ace London would sink so low that he would betray his own planet.

Soon Ace was found and brought to the leaders. He looked really scared. "Alright, I confess," he sighed, "I set Higher for Hire on fire. There I said it." Baloo stepped forward.

"That's one thing I wanted to hear," snarled Baloo, as he punched Ace in the gut. "Now tell us why you were going to blow the Hot Fuzz up." he demanded. Ace looked at him with shock. What was he talking about?

"You think I would betray this fighting force?" Ace replied calmly, "No, I would n-" but Ace never got to finish, because Baloo delivered a powerful blow to his face.

"Tell us the truth! Why did you plant C4 on the Hot Fuzz!" Baloo shouted. When Ace said nothing, Baloo hit him again. "Talk damn it!" he shouted, this time louder.

"I am not the one you want," Ace begged. Shere Khan stepped forward, he had way of getting the truth out of people.

"Now, Mr. London," he politely said, "I would say that you may be telling the truth, but doesn't explain why you were in the Hot Fuzz." Ace looked at Khan and could tell this was the good cop, bad cop ploy.

"Ok, I admit that I was down there, but I was fallowing Lt. Steele," Ace said, "he had been acting really nervous when I saw him after I came on board."

Before Khan could ask another question, Captain Hotspur, the gravelly-voiced lion who was one of Khan's best Battleship commanders showed up with some proof to Ace's story. In his hand was written orders to give the amount of C4 to Lt. Steele.

"It would appear that we have made a mistake," Feral said, "pass the word out, Steele is to be brought back for questioning." Soon the whole camp was under lock down. The ships and planes were guarded by everyone the was near them. Not long after lock down was ordered, Razor and T-bone caught Lt. Steele red handed, as he was placing another bomb on one of Khan's battleships.

"You don't understand," cried Lt. Steele, as he was dragged to Commander Feral's tent. "I did it for a reason that is beyond your understanding." Once inside the commanders tent, Feral had Steele strapped to a metal chair.

"Why, Steele, why did you do it?" Feral asked sadly. He had always tried to make Steele a man, but now he was dealing with someone he thought could some day take his place. Instead, he was looking at nothing more than a traitor.

"I did it because Predaton paid me a lot just to get rid of you." Steele confessed. Feral looked at him with anger. "Plus, you don't have the right to be the leader of the Enforcers. You always try to steal the glory for yourself, you make the Enforcers look weak and I see the way you look at Callie Briggs." he added.

"I don't know what you're talking about," Feral lied, but Lt. Steele wasn't buying it.

"Come on, I see the lust in your eyes when you see her," he replied sharply, "and I see how mad you get when Razor is around her."

Feral was at a loss of words. Lt. Steele was right about everything he said. "Ok, I do admit that I'm upset with the idea of Callie Briggs and Razor being real close, but you will never ever see outside world again until this war is over," he growled.

As Feral got ready to call his men in to have Lt. Steele taken away, he heard the traitor clear his throat.

"You do know that as long as I live, you, your family, and friends will never be safe." Feral looked at Lt. Steele with sadness.

"Yes, you are right," Feral said softly. "Steele, for crimes of mutiny, taking bribes and attempt of murder of army personnel, I now must pass judgment on you."

Outside the tent, Razor was talking to T-bone about Lt. Steele, when suddenly there was a loud BANG! The Swat Kats came rushing into Feral's tent ready for a fight, but what they saw was Commander Feral weeping over the dead Lt, with a smoking pistol at his side. The Commander had killed Steele to prevent the enemy from getting any more tips on where the fighting force was.

That night no one was very active, only the camp fires had life in them. The next morning, Razor was moving some cargo over to the makeshift kitchen when he saw Callie go by wearing a girls tanktop and mini-jeans, oh how he loved to walk beside her, holding her hand and then having his first kiss. He was so busy day dreaming that he bumped into Karnage.

"Hey, watch it," Karnage warned, giving him a mean glare.

"Sorry, I wasn't paying attention," Razor apologized, before walking off. When he got to the kitchen, T-bone was helping Baloo get ready for some heavy duty cooking. "What's going to be for breakfast?"

Baloo smiled. "Well, Razor, T-bone and I are going to make pancakes with my own special rose honey dip, hash browns, and sausage links to round it out with," T-bone nodded. "Yeah, because when you want good cooking, you need to have a fat guy with you." Baloo looked at him and snorted.

T-bone looked at him and put up his hands up. "Sorry, Baloo."

"Whatever you saw, buddy," Baloo said, before he put some eggs into T-bone's helmet and placed it on his head. Egg yoke ran down all over his face, as he tried to keep it from getting in his eyes. "Looks like the yoke is on you," Baloo said, as he burst out laughing.

During Baloo and T-bone's little show, Razor wasn't paying attention and his foot got wrapped up in the power cords of the generator that supplied the communication tent with power. As Razor tried to take another step, he toppled over and landed face first into a puddle—and if that wasn't bad enough, the power cords were faulty as the Swat kat began to feel electricity running through his body.

Two Thembrian troopers quickly turned off the generator and pulled Razors lifeless body from the puddle. "Medic!" one them cried, as T-bone rushed to his friend's side. A minute later, Callie came running up to see the thing she feared most. Razor, the one she loved was lying there on the sand, his blue eyes wide open and T-bone trying to find a pulse on him.

"Razor..." she whispered, "Razor, snap out of it!"

He didn't answer.

Callie didn't wait for the medics to show as she ripped his mask and helmet from off to see even a more frighting sight. The face she now saw was of Jake Clawson, the one she secretly loved. She pushed T-bone away and began to administer CPR, hoping that he would come through.

_No, Jake, you can't do this to me! _Callie thought sadly as she kept on trying to bring him back, but it was no good. Jake was not responding and everybody feared the worst. As Callie began to lose hope, Jake started coughing. "Jake you're alive!"

"Callie?" Jake said, coughing a little as he looked around at everyone. "What happened?" he asked. T-bone helped him to his best friend to his feet.

"Well you ended up getting a bad electric shock, but Callie was able to revive you," T-bone said, as some tears ran down his cheeks. As Jake was being checked out by the medic, he couldn't help but notice Callie keep on looking at him, so he decided to go and talk to her, but saw that she was no where to be seen.

As Jake finished his check-up with the medic, he went off to find Callie. The beachhead camp was full of people, and it made it hard just to find were Callie was. In the west side of the camp stood Callie, she was busy brushing her soft blond hair when Jake show up.

He looked at Callie with a nervous smile. "I guess that everyone now knows that Chance and I are the Swat kats," Jake said in shame, but he was not ready for what happened next. Callie hugged him and began to cry.

"Jake, when I saw that it was you under the mask, I thought that I would never be able to tell you how I feel about you," she wept. Jake took this time to return the hug as his strong arms wrapped around her waist.

"I know what you mean, Callie," he replied softly, "if you had married the Pastmaster back the pyramid, I would have never been able to tell you this: I have always been in love with you."

Callie's heart beat faster as she heard what Jake had told her. She thought about what to say for a minute, and her reply was from her heart. "I love you too, Jake," she said resting her head on his shoulder. Before they knew it, Jake and Callie began to make out inside her tent.

Outside Callie's tent Chance was walking by because Hacksaw told him that Jake went to see her. As he was about to enter, he saw something that hurt him more than seeing Jake almost die. It was seeing Jake and Callie kissing, him nibbling on her neck and her moaning his name.

"No, this can't be happening," Chance said in disbelief, but it was happening. What he felt was hurt and jealousy by seeing his best friend and big time crush together like this. He stormed off trying to get as far away from Jake as he could, but as he was running he knocked over feral and Karnage.

"You need to watch were you are going, some of us have places to be!" shouted Karnage as two of his men helped him and Feral to their feet. But Chance paid no attention to what he said to him, soon he found a high ledge that overlooked the camp, and sat down to think about what he saw.


	6. Chapter 6

As Chance sat atop the ledge, he looked down into the camp and saw Callie walking with Jake. They seemed really happy, but why should he feel happy for his friend? Jake had just taken the one girl that he had put his life on the line for, and now she was with his best friend. T-bone sneered at them and watched them laughing and enjoying each others company.

However, Chance still felt like he should at least talk to Jake about his sudden relationship with Callie, but for right now he just wanted some time to himself, so he decided to get to know some of the other soldiers around the camp.

In a tent owned by Karnage, who was busy making out plans for entering the base, was interrupted by Mad Dog showing up with three lovely vixens. Two were archeologists and the other was the princess of Macadamia. They were Katie Dodd, Myra Foxworthy and Lotta Lamour and their little visit to his tent was for a small favor to ask of him.

"Captain, Myra Foxworthy and the other two would like to have a word with you," Mad Dog said, hoping that Karnage would not hit him like he usually did.

"What do they want?" he asked, seeing that they were all dressed up for what looked like a party or something. But the one he really was staring at was Lotta and she saw how he looked at her, and she couldn't help giggle. "We came to ask if you would like to have one of us to be your date for the beach party tonight?" Myra asked with a nervous smile. Was he going to say yes? Or was he going to say no?

"Ms. Foxworthy, Ms. Dodd, I will be taking Lotta as my date," Karnage said, then he took Lotta by the arm and smiled proudly. Myra was glad that he had a escort now, but it was strange that Lotta went with a pirate; a pirate who was a handsome as he was crazy.

"Well alright then, Myra," Katie smiled, "Lets go find our own dates." Then the two of them headed for the beach where the small party was going to be held.

That night the party was going well, people sang, danced, and enjoyed the time they had. Jake was also having a good time with Callie, but soon the fun that night would be cut short when Chance Furlong decided to confront Jake.

"You call yourself a friend?" he said, walking up to Jake with a frown on his face. "I... I can't tell you how much this bothers me, due to the fact that you and Callie are going steady."

Jake and Callie stood there, staring at him with disbelief. Chance had said the one thing that caught them off guard. Did he see them together in her tent?

"Have you been spying on us?!" Callie protested with a frown. "I can see that you're not well with me and Jake."

"Chance, why don't you and I take a seat and I'll get you a drink of ice water," Jake insisted, but Chance pushed him away.

"You are the worst kind of friend, Jake!" Chance snapped. "You could have talked to me before you and Callie got together."

"Chance, you're over reacting," Callie said, defending Jake.

"Yeah," Jake nodded, "I mean it's not like you had your chance with her, Chance."

Now, Chance's anger was reaching its boiling point. "Now you're making fun of me and trying to boss me around?" he asked, the anger coming from his voice was freighting to the others around him. Some of the soldiers tried to restrain him, but Feral wanted to see if Chance and Jake would fight.

"Now this is what I call a party," Feral chuckled, as he watch Chance argue with Jake.

Chance was still trying not to lose his cool with Jake. "You and Callie have no right to be with one another," he said without thinking. Callie had enough of this now and she was going to end this thing.

"Chance, we're sorry if the two of us being together bothers you," Callie said, putting her hand on his shoulder, "but we are in love. Can't you see that?" Callie was right and Chance now saw that it was pointless to continue this talk, so he walked off and went back to his tent.

"Looks like you need a nap," Karnage laughed. "Boys, take this time to find you're own dates." he ordered as he took Lotta away from the party.

As the pirate captain walked with vixen princess, he could feel something he had not felt in a long time. It was lust, but he knew better then to try anything on her, because Baloo had told him how tough she was.

"Karnage," she said softly. Karnage looked at her with a smile.

"Yes, what is it?" he asked.

"I was just thinking if you would like to stay with me for the rest of the night, because I like being around you," she replied back. Karnage looked at her, a little shocked but nodded his head and for the rest of the night they walked around the beach talking about various things. But unknown to them was the Predaton who had been watching them closely. Soon he would leave to prepare his forces for the upcoming fight, but he was going to leave a sign to show that he had been on Ghost Island.

Then next morning, Jake and Chance were back together as best friends. Still, Chance felt bad that Callie was with Jake, but it was bound to happen. As the two of them got their gear ready, a loud scream was heard in the tent next to theirs. Everyone who was near by came to investigate he scream. Inside the tent was three dead Enforcers with their throats cut and the one freaking out was Ratchet who had found the bodies.

Ratchet was still freaked out until Karnage showed up. "Shut up, Ratchet!" he shouted. "What's the matter with you? You act as if you never seen men without their throats cut before."

"That's not why I'm freaked out," Ratchet stuttered, pointing at the blood up against the tent's wall.

"I hope you have enjoyed my gift, Karnage, because you're next when I come back," Baloo said, reading the blood written note.

Shere Khan who was unfazed by the threat decided to break up the crime scene. "I would say that we should now make our way to the old base and set up defenses," he suggested with a dark frown. The whole camp approved of his idea and started packing up.


	7. Chapter 7

As Predaton stood before his massive army, he felt that his victory was drawing near. What he saw the other night on Ghost Island proved that Karnage had developed feelings for Lotta. If he played his cards right then he could use her to get the upper hand.

Looking down at all the Darkrim solders, Predaton began to speak out to his men. "My warriors," he said proudly, "I have found out that our enemies are on Ghost Island." Once all the men had heard what their leader had said, they all seemed ready for battle. "We all know that without death, there can be no victory," Predaton added.

"Yes! No victory!" the men shouted.

"Good, Dr. Viper has already been sent to the island. In two days we will head to Ghost Island to join him and will destroy all on it, but any women you find, you're to bring them to me," Predaton said curly.

Soon all the Darkrim forces were packing up all their stuff, and began to load the ships up for battle. But back on Ghost Island, the freedom fighters were also getting ready to face the day with the long march to the base.

As the sun light beat down on the camp, Mad Dog was putting together scouting groups. He knew that if the whole camp left all at once, then Predaton might just send his starships after them and nuke them, so he was going to play it smart.

"Mad Dog, tell me what your acorn sized brain is thinking," Karnage said approaching his trusty crew member. Mad Dog looked at his captain and back at the groups of people.

"Well, if we move in groups, we will be able to cover our flanks," Mad Dog explained. Karnage looked at the groups, all were armed with one main weapon, two side arms and combat knives.

"Well done," Karnage smiled. Turning to Dumptruck, he called to his first mate. "Get over here, Dumptruck."

"Yes, Captain Karnage?" he asked stopping in front of his captain.

"I want you to take five other men with you, head to the north and scout out ahead of the group I will be in."

"Yes, sir," Dumptruck said, Karnage then went back to his tent. "T-bone, Baloo, Hotspur, Ratchet, Hacksaw, to me right now." The five men rushed over to him when they were called.

"Yeah, what is it, Dumptruck?" Baloo asked. The big pirate looked at him.

"The five of you are to scout ahead with me, we secure the path ahead of Karnage, so that nothing can get him," he said relaying his captain's orders, soon the six of them headed deep into the jungle to scout out the way for the groups. Along the way, Ratchet decided ask Chance why he acted the way he did last night.

When Chance was asked that he felt really upset. "Well, I had always loved Callie, and I always thought that that there was a chance for me to win the heart of the woman I loved," he sighed sadly. "That morning, I was going to tell Callie how much she meant to me, but when I was walking by her tent, I saw Jake and her kissing. She was smiling, giggling... and even moaning."

"Wow, That must had really put a knot in your tail," Ratchet said taking a drink from his canteen.

"Well, anyway, every time I saw them together, I felt like there was no hope for me in finding love and that is why I was acting like that last night," said Chance as he walked on ahead of the scouting party.

In the back of the scouting party, Hotspur looked up in a tree. There hidden in the leaves was a Darkrim sniper. He had his sights set on Ratchet.

"Well, don't you think you need to say you're sorry? I mean, Jake is your best friend," Ratchet stated, never seeing the Darkrim sniper.

"Maybe, I sh-" Bang! Chance was cut short when Hotspur fired his rifle. Looking up, him and Ratchet saw the Darkrim sniper fall out of the tree. Then there was plasma rounds flying from all sides.

"Ambush!" cried Dumptruck, "get into cover!" Everyone either crawled on the ground, or ran behind nearby trees. Chance stayed behind a log that provided him a good place to fire at the enemy, but Baloo was pinned down by plasma fire.

"Baloo, get out of there," Dumptruck shouted. Baloo waited for the Darkrim soldiers to change targets, then he would make a break for it. When the shooting stopped for a brief minute, he took off running, but Viper had a clear shot at him. With a gentle squeeze of the trigger, Viper's shot hit its mark. The plasma round hit him across the left leg, causing Baloo to stumble.

Hotspur saw Baloo fall to the ground. "Baloo!" he shouted. Without thinking he rushed out to help his fallen partner. "Get up soldier! I won't let you die out here." It took a lot of energy to get Baloo to his feet, but he did.

Just then, a plasma grenade was thrown from the bushes. It landed right next to Hotspur and Baloo. "Grenade!" the sea captain shouted, throwing himself on top of it. BOOM! The blast was so powerful, that it felt like a small nuke went off. When Baloo opened his eyes, he wished he had never had opened them. There lying beside him was Hotspur, burned to a crisp, but still alive.

"Baloo, are you alright?" Hotspur coughed. Baloo nodded, unable to answer, because Hotspur's whole body was burned up and yet he still refused to die. "Baloo, make sure... make sure that... we... win." With those final words, the sea captain breathed his last.

"Hotspur? Hotspur!" cried Baloo. The Darkrim soldiers started to advance onto the position of the scouts that were now defending themselves behind some rocks. Defeat was closing in on the scouts. As Baloo desperately tried to drag Hotspur's body, he felt three sharp claws dig into his back and then across his face cutting his left eye.

"Not so tough are you, Baloo?" mocked Viper, as his claws slashed across Baloo's chest. As he readied to finish Baloo by tearing his throat out, someone knocked the reptilian villain backwards. It was Switchblade.

As the pirate brought his sword down on Viper, he brought his claws up; witch plunged into Switchblade's heart. As the pirate life left him, he was able to pull the pin of a grenade that was strapped to his belt. "You're coming to hell with me, Viper" he said with his last breath, as Viper kicked him back off of him.

Baloo, Chance, Dumptruck, Ratchet and Hacksaw watched as Switchblade get blown to bits and Viper escape. Just then Don Karnage and his group came to their aid.

"Keep our scouts safe, kill all those who are from Darkrim," Karnage ordered as he walked past Baloo, who was still holding onto Hotspur's body.

"We did it captain, we held them off," Baloo sobbed. "They killed Hotspur. Those Darkrim assholes killed Hotspur!" he shouted as some of Khan's men restrained him. Khan looked sadly at his fallen sea captain, but they had to keep moving.

"Alright Mad Dog, where to now?" Commander Feral asked. The pirate looked at him with a smile.

"Just over the next hill," he replied. It took at least fifteen minutes to clear out the Darkrim forces, but it was pulled off with the help of the natives of the island who were led by Mad Dog's mother.

At the top of the hill, the groups came together as one. "We are here." Mad Dog shouted proudly. There, in front of scouting groups biggest base anyone had ever seen. It was at least sixty feet tall, and about a mile wide. "Alright, we will have to split into three groups to secure the base. Who knows if there are any Darkrim troopers in there."

Before the groups could be set up, Feral saw that base had a pretty deep lake; even deep enough for the ships to dock next to the base. Col. Spigot also saw that the valley next to base could be used for an airfield. Once the entire fighting force moved into their zones, Mad Dog, Jake and Chance led their group of four into the base. Jake was to find the generator room and get the power back on, Mad Dog was to reopen the armory and Chance was clear out the barracks so the freedom fighters would have a place to sleep.

Everyone decided that Shere Khan was to be put in charge of all the money. Spigot was in charge of defenses of the fort. Commander Feral was in charge of keeping the peace. And last, but not least was Don Karnage, he was in charge of the supplies, weapons, and scouting party groups.

As Chance, Jake and Mad Dog got ready to head into the base, they couldn't help but feel as if they were walking into their own grave.


End file.
